IN THE UNITED STATES DISTRICT COURT
                        FOR THE DISTRICT OF CONNECTICUT
                           UNITED STATES OF AMERICA
                                  Plaintiff,
                          CIVIL ACTION NO. 591CV00078

                                      V.

                           EDO Corporation, Plessey
                            Incorporated, Vernitron
                         Corporation and Pitney Bowes,
                                     Inc.

                                  Defendants.
<PAGE>
                                CONSENT DECREE

                               TABLE OF CONTENTS

                                                                          Page
I.           BACKGROUND                                                     1
II.          JURISDICTION                                                   4
III.         PARTIES TOUND                                                  5
IV.          DEFINITIONS                                                    6
V.           GENERAL PROVISIONS                                            14
VI.          PERFORMANCE OF THE WORK BY SETTLING DEFENDANTS                19
VII          U.S. EPA PERIODIC REVIEW TO ASSURE PROTECTION OF HUMAN
             HEALTH AND THE ENVIRONMENT                                    25
VIII.        ADDITIONAL WORK                                               26
IX.          QUALITY ASSURANCE; SAMPLING                                   28
X.           ACCESS AND INSTITUTIONAL CONTROLS                             29
XI.          REPORTING REQUIREMENTS                                        32
XII.         SUBMISSIONS REOUIRING AGENCY APPROVAL                         34
XIII.        REMEDIAL PROJECT MANAGER/PROJECT COORDINATORS                 35
XIV.         ASSURANCE OF ABILITY TO COMPLETE WORK                         36
XV.          TRUST FUND                                                    38
XVI.         CERTIFICATION OF COMPLETION OF WORK                           39
XVII.        ENDANGERMENT AND FUTURE RESPONSE                              40
XVIII.       REIMBURSEMENT OF RESPONSE COSTS                               42
XIX.         INDEMNIFICATION AND INSURANCE                                46
XX.          FORCE MAJEURE                                                 48
XXI.         DISPUTE RESOLUTION                                            50
XXII.        STIPULATED PENALTIES                                          54
XXIII.       COVENANTS NOT TO SUE BY PLAINTIFFS                            58

                                      ii
<PAGE>

XXIV.        CONTRIBUTION PROTECTION                                       64
XXV.         COVENANTS BY DEFENDANTS; ASSIGNMENT OF CLAIMS                 65
XXVI.        ACCESS TO INFORMATION                                         66
XXVII.       RETENTION OF RECORDS                                          68
XXVIII.      NOTICES AND SUBMISSIONS                                       69
XXIX.        EFFECTIVE DATE                                                70
XXX.         RETENTION OF JURISDICTION                                     71
XXXI.        TERMINATION                                                   71
XXXII.       MODIFICATION                                                  72
XXXIII.      COMMUNITY RELATIONS                                           72
XXXIV.       LODGING AND OPPORTUNITY FOR PUBLIC COMMENT                    73
XXXV.        SIGNATORIES                                                   73

                              LIST OF APPENDICES

I.    Record of Decision - Second Operable Unit
II.   Statement of Work
III.  Site Maps
IV.   Settling Defendants

                                      iii
<PAGE>

                                      I.

                                  BACKGROUND

The United States of America ("United States"), on behalf of the Administrator
of the United States Environmental Protection Agency ("EPA"), filed a complaint
in this matter pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. section 9601 et seq., as amended
(hereinafter "CERCLA");

EPA pursuant to Section 105 of CERCLA, 42 U.S.C. section 9605, placed the
Kellogg-Deering Well Field Site in Norwalk, CT (the "Site") in 1984 on the
National Priorities List, set forth at 40 C.F.R.  Part 300, Appendix B, by
publication in the Federal Register on September 21, 1984, 49 Fed.  Reg. 37070;

Pursuant to Section 117(b) and (d) of CERCLA 42 U.S.C. section 9617(b) and (d),
EPA provided public notice of its adoption of the remedial action plan for the
first operable unit of the Kellogg-Deering Wellfield Site embodied in the form
of the Record of Decision (ROD), including notice of the ROD's availability to
the public;

EPA commenced in December, 1987, the Supplemental RI/FS for the second operable
unit pursuant to 40 C.F.R. section 300.68;
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                                     -2 -

EPA completed the Supplemental RI for the second operable unit in July, 1989,
and completed the Supplemental FS in July, 1989;

On July 26, 1989, pursuant to Section 117 of CERCLA, 42 U.S.C. section 9617,
EPA published notice of the completion of the Supplemental FS and of the
proposed plan for the second operable unit and provided opportunity for public
comment between July 26 and August 25, 1989;

Certain persons, including certain Settling Defendants, provided comments on
EPA's proposed plan for the second operable unit and to such comments EPA
provided a summary of responses;

The decision by EPA on the selected remedy for the second operable unit is
embodied in a Record of Decision for the second operable unit ("Second Operable
Unit ROD"), executed on September 29, 1989, to which the State of Connecticut
has given its concurrence.  The "Second Operable Unit ROD" includes a
discussion of the reasons EPA selected the remedy for the second operable unit
and an explanation of any significant changes in the plan from that proposed;

Pursuant to Section 117(b) and (d) of CERCLA, 42 U.S.C. 9617(b) and (d), EPA
provided public notice of its adoption of the remedial action plan for the
second operable unit embodied in
<PAGE>

                                      -3-

the form of the "Second Operable Unit ROD," including notice of the Second
Operable Unit ROD's availability to the public;

In accordance with Section 121(f) of CERCLA, 42 U.S.C. section 9621(f), EPA
notified the State of Connecticut on May 23, 1990, of negotiations with
potentially responsible parties ("PRPs") regarding the scope of the remedial
design and remedial action for the second operable unit for the Site, and EPA
has provided the State of Connecticut with an opportunity to participate in
such negotiations and be a party to any settlement; the State participated in
such negotiations but has elected not to be a party to this settlement;

In accordance with Section 122(j) of CERCLA, 42 U.S.C. section 9622(j), EPA on
May 23, 1990, notified the Federal Natural Resource Trustees of negotiations
with PRPs regarding the scope of the remedial design and remedial action for
the second operable unit at the Site, and has encouraged the participation of
the Trustees in such negotiations;

EPA, the Paying Settling Defendants and the Settling Defendants (collectively
"The Parties") agree that the remedy selected in the Second operable Unit ROD
as adopted by EPA and embodied in the Statement of Work herein is protective of
the public health and the environment and is consistent with CERCLA
<PAGE>

                                      -4-

and the National Contingency Plan ("NCP"); the Parties desire to settle this
matter;

Pursuant to the Special Notice Procedures of Section 122(e) of CERCLA, 42
U.S.C. section 9622(e), the Parties have negotiated an agreement to implement a
remedy consistent with the Second Operable Unit ROD, which remedy is set forth
in the Statement of Work attached as Appendix II of this Consent Decree.

The Settling Defendants and the Paying Settling Defendants that have entered
into this Consent Decree ("Defendants") do not admit any liability to the
Plaintiffs arising out of the transactions or occurrences alleged in the
Complaints.

The Parties recognize, and the Court by entering this Consent Decree finds,
that implementation of this Consent Decree will expedite the cleanup of the
Site, will avoid prolonged and complicated litigation between the Parties, and
that entry of this Consent Decree is therefore in the public interest;

NOW, THEREFORE, it is hereby Ordered, Adjudged, and Decreed:



                                      II.

                                 JURISDICTION

1. This Court has jurisdiction over the subject matter of these actions
pursuant to the following:  28 U.S.C. sections 1331, 1345; 42 U.S.C. sections
9606, 9607, and 9613(b).  This Court also has personal jurisdiction over the
Defendants.  Venue in this
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                                      -5-

District is proper under 42 U.S.C. section 9613(b).  For purposes of this
Consent Decree and the underlying Complaint, Defendants waive all objections
and defenses that they may have to personal jurisdiction and to jurisdiction of
the Court or to venue in this District.  The Complaint states claims against
Settling Defendants and Paying Settling Defendants upon which relief may be
granted.  Settling Defendants and Paying Settling Defendants shall not
challenge this Court's jurisdiction to enter and enforce this Consent Decree.

                                     III.

                                 PARTIES BOUND

2. This Consent Decree applies to and is binding upon the United States and
upon the Paying Settling Defendants and the Settling Defendants and their
directors, officers, employees, shareholders, agents, successors, assigns,
trustees, and contractors.  Any change in ownership or corporate status of a
Settling Defendant or Paying Settling Defendant, including any transfer of
property, shall in no way alter such Settling Defendant's or Paying Settling
Defendant's responsibility under this Consent Decree.  Settling Defendants
shall provide a copy of this Consent Decree to any contractors and
subcontractors hired to perform the Work required by this Consent Decree and
shall condition all contracts and subcontracts entered into hereunder upon
performance of the Work in conformity with the terms of this Consent Decree.
Settling Defendants shall
<PAGE>

                                      -6-

nonetheless be responsible for ensuring that their contractors and
subcontractors perform the work contemplated herein in accordance with this
Consent Decree.  With regard to the activities undertaken pursuant to this
Consent Decree, each contractor and subcontractor shall be deemed to be related
by contract to the Settling Defendants within the meaning of Section 107(b)(3)
of CERCLA, 42 U.S.C. section 9607(b)(3).  Thus, as to acts or omissions of
contractors, the Settling Defendants shall not assert a defense based upon
CERCLA Section 107(b)(3), 42 U.S.C. section 9607(b)(3).



                                      IV.

                                  DEFINITIONS

3. Unless noted to the contrary, the terms of this Consent Decree shall have
the meaning assigned to those terms by CERCLA and its implementing regulations.
Whenever the terms listed below are used in this Consent Decree and the
Appendices attached hereto, the following definitions shall apply:

"Additional Work" shall mean all activities required by Section VIII herein.

"CERCLA" shall mean the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, 42 U.S.C. sections 9601 et seq.
<PAGE>

                                      -7-

"Cleanup Standards" shall mean the numerical criteria respecting the degree of
cleanup to be achieved in the groundwater and soil at the Site.  These criteria
are set forth in the Statement of Work attached hereto.

"Complex" shall mean the area encompassing the Elinco/Pitney Bowes/Matheis
Court Complex located at 270 1/2, 272, 276 and 280 Main Avenue in Norwalk,
Connecticut, as delineated on the Site maps attached hereto as Appendix III.

"Contractor" shall mean the company or companies retained by the Settling
Defendants to undertake and complete the work required by this Consent Decree.
Each contractor and subcontractor shall be qualified to do those portions of
the work for which it is retained.

"CT DEP" shall mean the Connecticut Department of Environmental Protection.

"Day" shall mean a calendar day unless expressly stated to be a working day.
"Working day" shall mean a day other than a Saturday, Sunday, or legal holiday.
In computing any period of time under this Consent Decree, where the last day
would fall on a Saturday, Sunday, or federal or state legal holiday, the period
shall run until the end of the next working day.
<PAGE>

                                      -8-

"Defendents" shall mean Settling Defendants and "Paying Settling Defendants".

"Downgradient Area" as defined in the "Second Operable Unit ROD" refers to
areas at the Site in which trichloroethene ("TCE") concentrations were found to
be between 5 micrograms per liter ("ug/1") and 6,600 ug/l from data collected
during the Supplemental RI.  For purposes of this Consent Decree, the
Downgradient Area refers to the area of groundwater contamination downgradient
of the Source Remediation Area as defined herein.  The Downgradient Area is
delineated on the Site map attached hereto as Appendix III.

"EPA" shall mean the United States Environmental Protection Agency.

"Entry" of the Consent Decree, for purpose of determining the obligations of
the Settling Defendants and Paying Settling Defendants which are dependent upon
that date, shall be the earlier of-(!) the date notice of the entry of the
Consent Decree is received by the Settling Defendants and Paying Settling
Defendants, or (2) five calendar days following the date notice of entry of the
Decree is mailed to the Parties by the Court.

"Facility" shall have the meaning provided in Section 101(9) of CERCLA, 42
U.S.C. section 9601(9).
<PAGE>

                                      -9-

"Hazardous Substance" shall have the meaning provided in Section 101(14) of
CERCLA, 42 U.S.C. 9601(14).

"Institutional Controls" shall mean the land use and deed restrictions and
other regulations and controls developed pursuant to this Consent Decree and
the Statement of Work to restrict soil excavation in areas of soil
contamination at the Complex and restrictions on well installations and use in
areas of groundwater contamination in the Source Area and Downgradient Area.

"National Contingency Plan" or "NCP" shall mean the National Contingency Plan
promulgated pursuant to Section 105 of CERCLA, 42 U.S.C. section 9605, codified
at 40 C.F.R.  Part 300, including any amendments thereto.

"Operation and Maintenance" or "O & M" shall mean all activities required under
the Operation and Maintenance Plan approved or developed by Plaintiff pursuant
to this Consent Decree and Section VI of the Statement of Work.

"Paragraph" shall mean a portion of this Consent Decree identified by an arabic
numeral.
<PAGE>

                                     -10-

"Parties" shall mean the United States, the Settling Defendants and the Paying
Settling Defendants.

"Paying Settling Defendants" shall mean those Parties listed in Appendix IV
and-who make the payments required by Section XVIII, Paragraph 48b. of this
Consent Decree.

"Performance Standards" shall mean the criteria respecting the degree and
method of cleanup to be achieved at the Site, including all location, chemical,
and action specific applicable or relevant and appropriate standards,
requirements, criteria and limitations identified in the Second Operable Unit
ROD and the SOW or by EPA prior to Certification of Completion of the Work and
all other health or environmentally related numerical standards in the Second
Operable Unit SOW.  Performance Standards include all Cleanup Standards.

"Plaintiff" shall mean the United States and its agencies and departments.

"RCRA" (Resource Conservation and Recovery Act) shall mean the Solid Waste
Disposal Act, as amended, 42 U.S.C. sections 6901 et seq.
<PAGE>

                                     -11-

"Remedial Action" shall mean all activities required by the Consent Decree,
including any Additional work required under Section VIII hereof, except for
operation and Maintenance.

"Response Costs" shall mean any costs incurred by Plaintiff with respect to the
Site pursuant to 42 U.S.C. sections 9601 et seq.; as set forth herein.

"Section" shall mean a portion of this Consent Decree identified by a roman
numeral and including one or more paragraphs.

"Second Operable Unit Record of Decision" or "Second Operable Unit ROD" shall
mean the EPA Record of Decision relating to the second operable unit for the
Site signed on September 29, 1989, by the Acting Regional Administrator, EPA
Region I, and all attachments thereto.  The Second Operable Unit ROD is
attached as Appendix I.

"Settling Defendants" shall mean those Defendants who both are listed in
Appendix IV and who sign this Consent Decree and make payments required under
Section XVIII, Paragraphs 48a. and 49 of this Consent Decree.

"Site" for purposes of this Consent Decree shall mean the area delineated on
Appendix III as the SRA and all areas outside
<PAGE>

                                     -12-

of the SRA that are necessary to monitor the effectiveness of the Second
Operable Unit remedial actions.

"Source Area" as defined in the "Second Operable Unit ROD" refers to the area
at the Site where contaminated groundwater plume concentrations were found to
be above 6,600 ug/l of trichloroethene ("TCE") from data collected during the
Supplemental RI.  The Source Area includes the Elinco/Pitney Bowes/Matheis
Court Complex as well as an adjacent area extending approximately 400 feet west
and approximately 500 feet southeast of the Complex.

"Source Remediation Area" or "SRA" shall mean the Complex and the area within
the boundary lines as shown on the map in Appendix III and bounded as described
below:  on the west by the railroad tracks, on the north by a line extending
between the railroad tracks and the northwest corner of the complex, on the
south by a line extending from the intersection of Broad Street and the
railroad tracks to the southeast corner of the complex, and all of the complex
property itself.

"State" shall mean the State of Connecticut.

"Statement of Work" or "SOW" shall mean statement of work for implementation of
the remedial design, remedial action, and operation and maintenance of the
remedial action for the second
<PAGE>

                                     -13 -

operable unit at the Site, as set forth in Appendix II and any modifications
thereto in accordance with this Consent Decree.

"United States" shall mean the United States of America, including the United
States Environmental Protection Agency.

"Waste Material" shall mean (1) any substance meeting the definition provided
in Section 101(14) of CERCLA, 42 U.S.C. 9601(14); (2) any "pollutant" or
"contaminant" under Section 101(33) of CERCIA, 42 U.S.C. section 9601(33); or
(3) any "hazardous waste" under Section 1004(5) of SWDA, 42 U.S.C. section
6903(5).

"Work" shall mean all work or other activities or obligations required by this
Consent Decree, including but not limited to Remedial Action and Operation and
Maintenance and any activities required to be undertaken pursuant to Section
VIII.

"Workplan" or "Work plan" shall mean a work plan or work plans for design and
implementation of the Work required under this Consent Decree and the Statement
of Work and any modifications thereto in accordance with this Consent Decree
and the Statement of Work.
<PAGE>

                                     -14 -

                                      V.

                              GENERAL PROVISIONS

4. Objectives of the Parties

The objectives of the Parties in entering into this Consent Decree are to
protect public health, welfare and the environment from releases or threatened
releases of Waste Materials at and from the Site by the investigation,
development, design and implementation of remedial and monitoring programs by
the Settling Defendants and reimbursement of certain Response Costs incurred by
EPA by the Settling Defendants and Paying Settling Defendants.

5. Commitment of Settling Defendants and Paying Settling Defendants

a. Settling Defendants agree jointly and severally to finance and perform all
Work, including the remedial design and remedial action work set forth in
Section VI, and to reimburse the United States for Response Costs and
stipulated penalties as provided herein.

b. In the event of the insolvency, inability or refusal of any one or more
Settling Defendants to implement the requirements of this Consent Decree, the
remaining Settling Defendants agree to complete all such requirements.
However, in such an event the Settling Defendants shall meet and attempt to
provide an alternate allocation of financial responsibility to complete all
such requirements.  The Dispute Resolution provisions of this Consent Decree
shall govern the failure of the
<PAGE>

                                     -15-

Settling Defendants to arrive at a mutually agreeable allocation of
responsibility.

c. The Work set forth in Section VI shall be completed in accordance with the
standards, specifications and within the time periods prescribed in Section VI
and in the SOW, or any amendment thereto agreed to by the Parties or approved
by the Court.

d. The Defendants agree that with respect to any suit or claim for contribution
brought by or against them for matters related to this Consent Decree they will
notify the United States within ten (10) working days of the initiation of such
suit or claim.

e. In any subsequent administrative or judicial proceeding initiated by the
United States for injunctive relief, recovery of response costs, or other
appropriate relief relating to the Kellogg-Deering Wellfield Site, Settling
Defendants and Paying Settling Defendants shall not assert, and may not
maintain, any defense or claim based upon the principles of waiver or
claim-splitting or otherwise based upon any contention that the claims raised
by the United States or the State in the subsequent proceeding were or should
have been brought in the instant case; provided, however, that nothing in this
Paragraph affects the enforceability of the covenants not to sue set forth in
Section XXIII.

f. The United States may, in its unreviewable discretion, excuse or postpone
any of the Settling Defendants
<PAGE>

                                     -16-

obligations under this Consent Decree but only in a manner consistent with
Section XXXII.

6. Permits and Approvals

a. All activities undertaken by the Settling Defendants pursuant to this
Consent Decree shall be undertaken in accordance with the requirements of
Section 121(d) of CERCLA and the NCP.  The United States has determined that
the obligations and procedures authorized under this Consent Decree are
consistent with the NCP.

b. Except as provided in Section 121(e) of CERCLA and the NCP, no permit shall
be required for any portion of the Work conducted entirely onsite.  Where any
portion of the Work requires a federal or state permit or approval under CERCLA
and the NCP, Settling Defendants shall timely submit applications and take all
other actions necessary to obtain all such permits or approvals.

c. Settling Defendants shall include in all contracts or subcontracts entered
into for work required under this Consent Decree, provisions stating that such
contractors or subcontractors, including their agents and employees, shall
perform all activities required by such contracts or subcontracts in compliance
with all applicable laws and regulations.

d. This Consent Decree is not, and shall not be construed to be, a permit
issued pursuant to any federal or state statute or regulation.
<PAGE>

                                     -17-

7. Conveyance of the Site

a. Within thirty (30) days after the entry of this Consent Decree, Settling
Defendants shall record a certified copy of this Consent Decree with the
Recorder's Office [or Registry of Deeds], Town of Norwalk, Fairfield County,
State of Connecticut with respect to each property that is part of the Complex.
Thereafter, each deed, title, or other instrument of conveyance for all such
property shall contain a notice stating that the property is subject to this
Consent Decree and shall reference the recorded l ocation of the Consent Decree
and any restrictions applicable to the property under this Consent Decree.

b. The obligations of each Settling Defendant who owns any interest in property
included in the Site, with respect to the provision of access under Section X
and the implementation of Institutional Controls under Section X, shall run
with the land and shall be binding upon any and all such Settling Defendants
and any and all persons who subsequently acquire any such interest or portion
thereof (hereinafter "Successors-in-Title").  Within ten (10) working days
after the entry of this Consent Decree, each Settling Defendant who owns any
interest in property included in the Site shall record at the Registry of
Deeds, or other office where land ownership and transfer records are maintained
for the property, a notice of obligation to provide access and related
covenants.  Each subsequent deed to any such property included in the Site
shall reference the recorded location of such notice and covenants applicable
to the property.
<PAGE>

                                     -18-

In addition, each such Settling Defendant shall provide for conveyancing and
recording of easements for access to such property to the United States for
purposes of monitoring and implementation of the activities required under this
Consent Decree.  The granting of such easements pursuant to this paragraph
shall not operate to make the United States an owner or operator of the Site
for purposes of liability under any environmental statute administered by EPA.

c. Any Settling Defendant that owns an interest in property included in the
Site and any Successor-in-Title shall, within thirty (30) days prior to the
conveyance of any such interest, give written notice of this Consent Decree to
the grantee and written notice to EPA of the proposed conveyance, including the
name and address of the grantee, and the date on which notice of the Consent
Decree was given to the grantee.  In the event of any such conveyance, the
Settling Defendants' obligations under this Consent Decree shall continue to
be met by the Settling Defendant and, subject to approval by the United States,
by the grantee.  Violation of the provisions of Paragraph 4.a and 4.c of this
Consent Decree by any Settling Defendant who owns interests in property
included in the Site shall not render the other Settling Defendants to be in
violation of this Consent Decree.

d. Settling Defendants and Paying Settling Defendants shall not use any portion
of the Site in any manner which would adversely affect the integrity of any
treatment system or
<PAGE>

                                     -19-

monitoring system installed pursuant to this Consent Decree as determined by
EPA.

                                      VI.

                          PERFORMANCE OF THE WORK BY
                              SETTLING DEFENDANTS

8. The Settling Defendants shall perform the Work for the Site as described in
this Decree; in the "Second Operable Unit ROD," attached hereto as Appendix I;
in the Statement of Work (which the Parties agree is consistent with the Second
Operable Unit ROD), attached hereto as Appendix II; and any modifications
thereto.  The Second Operable Unit ROD, the SOW, or any amendment thereto
agreed to by the Parties or approved by the Court are hereby incorporated by
reference and made a part of this Consent Decree.  The Work shall be performed
in accordance with all the provisions of this Consent Decree, the SOW, or any
amendment. thereto agreed to by the Parties or approved by the Court and all
design specifications, Work Plans or other plans or schedules attached to or
approved pursuant to the SOW.  Any modifications to the SOW, design
specifications, Work Plans or other plans or schedules that are proposed by the
Settling Defendants shall be effective upon approval by EPA, after opportunity
for review and comment by the State.  In the event of any conflict between the
Consent Decree and the SOW, the Consent Decree shall control.  In the event of
any conflict between the Second Operable Unit ROD and the Consent Decree or the
SOW, the Consent Decree or the SOW
<PAGE>

                                     -20-

shall control.  As described with particularity in the SOW, the major
components of the remedial action for the Site are as follows:  1) a source
control component which will involve the design, installation, monitoring,
operation, and maintenance of a soil vapor vacuum extraction system in the
unsaturated zone at the Elinco/Pitney Bowes/Matheis Court Complex which will
intercept laterally and vertically all areas of subsurface soil contamination
until soil cleanup standards are attained; 2) a management of migration
component which will involve the design, installation, monitoring, operation
and maintenance of a groundwater extraction, treatment and disposal system for
the Source Remediation Area; and 3) institutional controls which shall involve
restrictions on soil excavation in areas of soil contamination at the Complex
and restrictions on well installations and use in areas of groundwater
contamination in the Source Area and Downgradient Area.

9. In order to expedite the design of the remedial action at the Site, Settling
Defendants agree to commence and perform certain remedial design-related
activities as described herein and in the SOW as a contractual obligation
effective upon the lodging of this Consent Decree with the Court.  All
oversight response costs incurred prior to the entry of the Consent Decree
shall be reimbursed after entry in accordance with Section XVIII.

10.  All remedial design work to be performed by Settling Defendants pursuant
to this Consent Decree shall be under the
<PAGE>

                                     -21-

direction and supervision of a qualified contractor.  Within thirty (30) days
after the lodging of this Consent Decree, the Settling Defendants shall notify
EPA and the State, in writing, of the name, title, and qualifications of any
supervising contractor and the names of principal contractors and/or
subcontractors proposed to be used in carrying out the remedial design work to
be performed pursuant to this Consent Decree.  Selection of any such contractor
shall be subject to disapproval by EPA, after opportunity for review and
comment by the State.  If EPA, after opportunity for review and comment by the
State, disapproves of the selection of any contractor, the Settling Defendants
shall submit a list of contractors to EPA and the State within twenty-one (21)
days of receipt of the disapproval of the contractor previously selected.  EPA,
after opportunity for review and comment by the State, will, if practicable,
within twenty-one (21) days of receipt of the list, provide written notice of
the names of contractors that the Plaintiff disapproves.  The Settling
Defendants may at their election select any one not disapproved on the list.
After selection of a contractor, Settling Defendants shall notify EPA and the
State of the name of the contractor within fourteen (14) calendar days
following receipt of notice.

11.  All remedial action work to be performed by the Settling Defendants
pursuant to this Consent Decree shall be under the direction and supervision of
a qualified contractor.  Within thirty (30) days after Settling Defendants
receive notice
<PAGE>

                                     -22 -

that EPA, after opportunity for review and comment by the State, has approved
or modified the Settling Defendants' remedial design for each remedial
component, pursuant to Section VI.A. of the SOW, the Settling Defendants shall
notify EPA and the State in writing of the name, title and qualifications of
any supervising Contractor and the names of principal contractors and/or
subcontractors proposed to be used in carrying out the remedial action work to
be performed pursuant to this Consent Decree.  Selection of any such
contractor and/or subcontractor shall be subject to disapproval by the
Plaintiff in accordance with the provisions of Paragraph 10.

12.  Appendix II to this Consent Decree provides a Statement of Work for the
completion of remedial design and remedial action at the Site.  This Statement
of Work is incorporated into and made an enforceable part of this Consent
Decree.

13.  The following work shall be performed by Settling Defendants:

a. In accordance with the schedule set forth in the SOW, Settling Defendants
shall commence Remedial Design activities as described in the Statement of
Work.

b. The Remedial Design activities shall include, but not be limited to, the
following tasks and submissions:  Initial Remedial Steps, including the
submittal of an Indoor Air ,Monitoring Plan and a Groundwater Monitoring Plan
in accordance with the schedule in Section V.A. of the SOW; submittal of a
PreDesign Work Plan for Contaminated Soils and a Pre-Design Work
<PAGE>

                                     -23 -

Plan for Contaminated Groundwater in the Source Remediation Area, including a
schedule for performance of all activities, as described in and in accordance
with the schedule in section V.B. of the SOW; implementation of the Pre-Design
Work Plans as approved by EPA, and in accordance with the approved schedule, as
described in Section V.E. of the SOW; submission of the reports for each of
items described in the approved Pre-Design Work Plans for approval by EPA, as
described in Section V.E. of the SOW; submittal of a Pre-Design Report for
Contaminated Soils and a Pre-Design Report for Contaminated Groundwater in the
Source Remediation Area for approval by EPA, and in accordance with the
approved schedule, as described in Section V.E. of the SOW; submittal of a
Remedial Design for Contaminated Soils at the Complex and a Remedial Design for
Contaminated Groundwater in the Source Remediation Area, including a schedule
for performance of all activities, as described in and in accordance with the
schedule in Section V.F. of the SOW; implementation of the Remedial Action
according to the Remedial Designs, as approved by EPA, and in accordance with
the approved schedule and as described iri Section VI of the SOW; selection of
the Remedial Action Contractor(s), as described in Section VI.A of the SOW and
Paragraph 11 of this Consent Decree; and submittal of the Remedial Action Work
Plan for Contaminated Soil and a Remedial Action Work Plan for Contaminated
Groundwater in the Source Remediation Area, including a schedule for
performance of all
<PAGE>

                                     -24 -

activities, as described in and in accordance with the schedule in Section VI
of the SOW.

c. Settling Defendants shall implement the Work detailed in the Statement of
Work upon approval or modification of the Work Plans by EPA, after opportunity
for reveiew and comment by the State, pursuant to the procedures in Section
XII.  Unless otherwise directed by EPA and except for operation of the
currently existing groundwater pump and treat system at the Complex, the
Settling Defendants shall not commence Remedial Action activities until
approval by EPA of the Remedial Action Work Plans and entry of the Consent
Decree.  Upon approval by EPA, a Work Plan and any submissions required by it
or this Consent Decree shall be deemed incorporated into and made an
enforceable part of this Consent Decree.  All Work shall be conducted in
accordance with the National Contingency Plan, the EPA Superfund Remedial
Design and Remedial Action Guidance, any additional guidance provided by EPA,
and the requirements of this Consent Decree, including the standards,
specifications and schedule contained in the SOW and Work Plans approved in
accordance with this Consent Decree and the SOW.

d. Upon entry of this Consent Decree, all obligations concerning Remedial
Design are subject to enforcement pursuant to this Consent Decree, including
but not limited to stipulated penalties, as set forth herein.

14.  The Parties acknowledge and agree that neither the SOW nor Work Plans
approved pursuant to this Consent Decree and the
<PAGE>

                                     -25-

SOW constitute a warranty or representation of any kind by Plaintiff that the
SOW or such Work Plans will achieve the cleanup and performance standards set
forth in the ROD and in the SOW and shall not foreclose Plaintiff from seeking
performance of all terms and conditions of this Consent Decree, including
achieving the applicable Performance and Cleanup Standards.

15.  The Work performed by Settling Defendants pursuant to this Consent Decree
must achieve the Cleanup and Performance Standards identified in the SOW.

                                     VII.

                      U.S. EPA PERIODIC REVIEW TO ASSURE
                PROTECTION OF HUMAN HEALTH AND THE ENVIRONMENT

16.  To the extent required by Section 121(c) of CERCLA, 42 U.S.C. section
9621(c), and any applicable regulations, EPA shall review the remedial action
at the Site at least every five (5) years after initiation of the remedial
action to assure that human health and the environment are being protected by
the remedial action being implemented.  Prior to EPA Certification of
Completion of the Work, Settling Defendants shall conduct the requisite
studies, investigations, or other response actions as determined necessary by
EPA in order to permit EPA to conduct the review of the Site required by
Section 121(c) of CERCLA.  If upon such review and after providing Settling
Defendants with reasonable opportunity for comment, EPA, after opportunity for
<PAGE>

                                     -26-

review and comment by the State, determines prior to the Certification of the
Completion of the Work that further response action is appropriate at the Site
in accordance with Section 104 or 106 of CERCIA, then Settling Defendants shall
implement such action.  Any dispute regarding the necessity for, or scope of
such further response action shall be based upon the administrative record and
shall be subject to judicial review pursuant to the dispute resolution
provisions in Section XXI hereof to the extent permitted by, and in accordance
with, Section 113 of CERCLA, 42 U.S.C. section 9613.

17.  As provided by Sections 113(k) and 117 of CERCLA, 42 U.S.C. sections
9613(k) and 9617, and the National Contingency Plan, Settling Defendants will
have an opportunity to submit comments for the record on any proposed
subsequent response action during the public comment period.  Settling
Defendants shall be provided with an opportunity to confer with EPA on any
additional work proposed by EPA during the 5-year review process.  Selection of
any subsequent response action shall be based on the administrative record.

                                     VIII.

                                ADDITIONAL WORK

18.  In the event that EPA, after opportunity for review and comment by the
State, or the Settling Defendants determine that Additional Work, including
Additional Work identified during the CERCLA Section 121(c) review process, is
necessary to meet the
<PAGE>

                                     -27-

Performance Standards described in Section VI above, or is necessary to protect
human health or the environment, notification of such Additional Work will be
provided to the EPA Remedial Project Manager and Project Coordinators
designated pursuant to this Consent Decree.

19.  Any Additional Work determined to be necessary by Settling Defendants is
subject to approval by EPA, after opportunity for review and comment by the
State.

20.  Any Additional Work determined to be necessary by Settling Defendants and
approved by EPA, after opportunity for review and comment by the State, or
determined to be necessary by EPA, after opportunity for review and comment by
the State, and after providing Settling Defendants with reasonable opportunity
for comment, to meet the Performance and Cleanup Standards or to protect human
health and the environment shall be completed by Settling Defendants in
accordance with standards, specifications, and schedules approved or
established by EPA.

21.  Unless otherwise stated by EPA, within thirty (30) days of receipt of
notice by EPA that Additional Work is necessary, or otherwise agreed to by the
Parties, the Settling Defendants shall submit for approval by EPA, after
opportunity for review and comment by the State, a work plan for the Additional
Work.  The -plan shall conform to the requirements of this Consent Decree, the
National Contingency Plan, Superfund Remedial Design and Remedial Action
Guidance and any additional guidance documents provided by EPA.  Upon approval
pursuant to the procedures set
<PAGE>

                                     -28-

forth in Section XII, Settling Defendants shall implement the plan for
Additional Work in accordance with the schedule contained therein.

                                      IX.

                          QUALITY ASSURANCE; SAMPLING

22.  Settling Defendants shall use quality assurance, quality control, and
chain of custody procedures in accordance with EPA's "Interim Guidelines and
Specifications For Preparing Quality Assurance Project Plans" (QAM-005/80) and
subsequent amendments to such guidelines upon notification to Settling
Defendants of such amendments by EPA.  Settling Defendants shall submit as part
of work plans or monitoring plans, including, but not limited to, the Indoor
Air Monitoring Plan, the Groundwater Monitoring Plan, Pre-Design Work Plans and
Remedial Action Work Plans, Project operation Plans ("POPs") that are
consistent with the SOW and applicable guidelines to EPA for approval pursuant
to Section XII.  Sampling data generated consistent with the POPs shall be
admissible as evidence, without objection, in any proceeding under Section XXI
of this Consent Decree.  Settling Defendants shall assure that EPA personnel or
authorized representatives are allowed access to any laboratory utilized by
Settling Defendants in implementing this Consent Decree.  In addition,
Settling Defendants shall have a designated laboratory analyze samples
submitted by EPA for quality assurance monitoring.
<PAGE>

                                     -29-

23.  Settling Defendants shall make available to EPA the results of all
sampling and/or tests or other data generated by Settling Defendants with
respect to the implementation of this Consent Decree, and shall submit these
results in monthly progress reports as described in Section XI of this Consent
Decree.

24.  At the request of EPA, Settling Defendants shall allow split or duplicate
samples to be taken by EPA, and/or its authorized representatives, of any
samples collected by Settling Defendants pursuant to the implementation of this
Consent Decree.  Settling Defendants shall notify EPA not less than
twenty-eight (28) days in advance of any sample collection activity.  In
addition, EPA shall have the right to take any additional samples that EPA
deems necessary.

25.  Notwithstanding any provision of this Consent Decree, the United States
shall retain all of its information gathering, and inspection authorities and
rights under CERCLA, RCRA and any other applicable statute or regulations.

                                      X.

                       ACCESS AND INSTITUTIONAL CONTROLS

26.  From the date of the lodging of this Consent Decree the United States and
its representatives, including but not limited to EPA, its employees, agents,
authorized representatives, and contractors, shall have access at all times to
the Site and any
<PAGE>

                                     -30-

property to which access is required for the implementation of this Consent
Decree, to the extent access to the property is owned, controlled by or
available to Settling Defendants, for the purposes of conducting any activity
authorized by or related to this Consent Decree, including, but not limited to:

a. Monitoring the Work or any other activities taking place on the property;

b. Verifying any data or information submitted to the, United States;

c. Conducting investigations relating to contamination at or near the Site;

d. Obtaining samples;

e. Assessing the need for or planning and implementing additional response
actions at or near the Site; and

f. Inspecting and copying records, operating logs, contracts, or other
documents required to assess Settling Defendants' compliance with this Consent
Decree; and

g. Assessing Settling Defendants' compliance with this Consent Decree.

From the date of the entry of this Consent Decree, Settling Defendants shall
impose and maintain the necessary Institutional Controls, as determined by EPA,
after opportunity for review and comment by the State, to the extent that the
property to which they relate are owned, controlled by or available to the
Settling Defendants.
<PAGE>

                                     -31-

27.  To the extent that any area where Work or Additional Work is to be
performed under this Consent Decree or any area subject to Institutional
Controls is owned or controlled by persons other than Settling Defendants,
Settling Defendants shall use best efforts to secure from such persons access
for Settling Defendants, the United States, including EPA, and its employees,
agents and authorized representatives, contractors or consultants as necessary
to effectuate implementation of this Consent Decree and to secure the
Institutional Controls.  For purposes of this Paragraph, "best efforts" may
include, but is not limited to, offer by the Settling Defendants of the payment
of a reasonable sum of money in consideration of access and Institutional
Controls for the purpose of obtaining the right to perform the Work or
Additional Work or the imposition of Institutional Controls.  Settling
Defendants shall not be required to pay money to Elinco Associates for the
purpose of obtaining the right to perform the Work or Additional Work or the
imposition of Institutional Controls.  If access or Institutional Controls are
not obtained within one hundred and eighty (180) days of the date of the
lodging of this Consent Decree, or within one hundred and eighty (180) days of
the date EPA determines in writing to Settling Defendants that additional
access or Institutional Controls beyond those previously secured is necessary,
Settling Defendants shall promptly notify the United States in writing.  EPA
may thereafter, consistent with its authority, assist Settling Defendants in
obtaining access or Institutional
<PAGE>

                                     -32 -

Controls.  Settling Defendants shall, in accordance with Section XVIII herein,
reimburse the United States for all costs not inconsistent with the NCP
incurred by it in obtaining access and Institutional Controls.

28.  Notwithstanding any provision of this Consent Decree, the United States
retains all of its access authorities and rights under CERCLA, RCRA and any
other applicable statute or regulations.

                                      XI.

                            REPORTING REQUIREMENTS

29.  Settling Defendants shall submit to EPA written monthly progress reports
which:  (a) describe the actions which have been taken toward achieving
compliance with this Consent Decree during the previous month; (b) include all
results of sampling and tests and all other data received by Settling
Defendants during the course of the Work in the previous month; (c) include all
plans and procedures completed under Work Plans during the previous month; (d)
describe all actions, data and plans which are scheduled for the next month and
provide any other information relating to the progress of construction that is
necessary to assess compliance under this Consent Decree; (e) include
 .information regarding percentage of completion, unresolved delays encountered
or anticipated that may affect the future schedule for implementation of the
Statement of Work or Work Plans including, without limitation, efforts made to
gain access and
<PAGE>

                                     -33-

institutional controls, and a description of efforts made to mitigate those
delays or anticipated delays.  These progress reports are to be submitted to
EPA by the tenth day of every month following the date of the lodging of this
Consent Decree until EPA certifies Completion of the Work.

30.  Upon the occurrence of any event during performance of the work which,
pursuant to Section 103 of CERCLA, 42 U.S.C. section 9603 and/or Section 304 of
the Emergency Planning and Community Right-To-Know Act (EPCRA), 42 U.S.C.
section 11004, requires reporting, Settling Defendants shall upon becoming
aware of such an event, promptly orally notify the EPA Remedial Project Manager
("RPM"), and the EPA Geographic Section Chief designated pursuant to Section
XIII, or in the event of the unavailability of the EPA RPM, the Emergency
Response Unit in addition to the reporting required by Section 103 and Section
304 of EPCRA.  Within twenty (20) days of becoming aware of such an event,
Settling Defendants shall furnish to Plaintiff a written report setting forth
the events which occurred and the measures taken, and to be taken, in response
thereto.  Within thirty (30) days of the conclusion of the activiiy'described
by the report in the previous sentence, Settling Defendants shall submit a
report setting forth all actions taken to respond thereto.
<PAGE>

                                     -34 -

                     SUBMISSIONS REOUIRING AGENCY APPROVAL

31.  After review of any plan, report or other item which is required to be
submitted for approval pursuant to this Consent Decree, EPA, after opportunity
for review and comment by the State, shall either:  (1) approve the submission;
(2) disapprove the submission, notifying Settling Defendants of deficiencies;
(3) modify the submission to cure the deficiencies after giving the Settling
Defendants sufficient and reasonable information and time to respond to such;
or (4) direct that the Settling Defendants modify the submission.

32.  In the event of approval or EPA modification, Settling Defendants shall
proceed to take any action required by the plan, report, or other item, as
approved or modified.

33.  Upon receipt of a notice of disapproval or a request for a modification,
Settling Defendants shall, within twenty (20) days thereafter, correct the
deficiencies and resubmit the plan, report, or other item for approval.
Notwithstanding a notice of a disapproval, Settling Defendants shall proceed to
take any action required by any non-deficient portion of the submission unless
otherwise directed by EPA.  Implementation of non-deficient portions of the
submission shall not relieve Settling Defendants of their liability for
stipulated penalties under Section XXII.

34.  If, upon resubmission, the plan, report, or item is not approved by EPA,
after opportunity for review and comment by the
<PAGE>

                                     -35-

State, EPA may deem Settling Defendants to be in violation of this Consent
Decree.

                                     XIII.

                 REMEDIAL PROJECT MANAGER/PROJECT COORDINATORS

35.  Within thirty (30) days of the lodging of this Consent Decree, the
Settling Defendants shall notify EPA, in writing, of the name, address and
telephone number of the Settling Defendants' Project Coordinator and an
Alternate Project Coordinator.  The Settling Defendants' Project Coordinator
shall have responsibility for implementation of the Work at the Site by the
Settling Defendants.  EPA will designated Remedial Project Manager and a
Geographic Section Chief within the same ten (10) day period.  If any Party
decides to change its designated Project Coordinator or RPM, the name, address,
and telephone number of the successor shall be given to the other Parties
within five (5) working days before the change is to be effective unless
impracticable, but in no event later than the actual day the change is made.

36.  Plaintiff may designate other representatives, including EPA and state
employees, and federal and state contractors and consultants, to observe and
monitor the progress of any activity undertaken pursuant to this Consent
Decree.  EPA's RPM shall have the authority lawfully vested in an RPM and
On-Scene Coordinator ("OSCII) by the National Contingency Plan, 40 C.F.R.  Part
300.  In addition, the EPA RPM shall have authority
<PAGE>

                                     -36-

consistent with the National Contingency Plan, to halt, conduct, or direct any
work required by this Consent Decree, and to take any necessary response action
when he or she determines that conditions at the Site may constitute an
emergency situation or may present an immediate threat to public health or
welfare or the environment.  Prior to taking such action to halt, conduct, or
direct any work to take any response actions, the EPA RPM shall make reasonable
efforts to consult with the Settling Defendants' Project Coordinator or
Alternate Project Coordinator.

                                     XIV.

                     ASSURANCE OF ABILITY TO COMPLETE WORK

37.  Settling Defendants shall demonstrate their ability to complete the Work
and to pay all claims that arise from the performance of the Work by obtaining
within 30 days of entry of this Consent Decree one of the following:

a. A surety bond guaranteeing performance of the Work;

b. one or more letters of credit equalling the total estimated cost of the
Work;

c. A guarantee to perform the Work by a one or more parent corporation, sibling
corporation, subsidiary, or unrelated corporation which has a substantial
business relationship with at least one of the Settling Defendants; or

d. Internal financial information regarding Settling Defendants' net worth,
cash flow, total liabilities, and current rating for most recent bond issuances
sufficient to demonstrate
<PAGE>

                                     -37-

to EPA's satisfaction that one or more Settling Defendants have the financial
ability to complete the Work.

38.  If the Settling Defendants seek to demonstrate the ability to complete the
Work through a guarantee by a third party, they must provide financial
information regarding the guarantor's net worth, cash flow, total liabilities,
and current rating for their most recent bond issuance sufficient to
demonstrate to EPA's satisfaction that the guarantor(s) has (have) the
financial ability to finance completion of the Work.  If Settling Defendants
seek to demonstrate ability to complete the Work by means of internal financial
information, they shall resubmit sworn statements conveying such information
annually, on the anniversary of the effective date of this Consent Decree.  To
the extent any Settling Defendant whose stock is publicly traded submits
information that is provided to the Securities and Exchange Commission, EPA
will accept that information, subject to supplementation by such Settling
Defendant as is necessary to satisfy the requirements of 40 C.F.R. section
264.143(f).

39.  In the event that EPA determines at any time that such financial
assurances are inadequate, Settling Defendants shall, within 30 days of receipt
of notice of EPA's determination, obtain and present for approval to EPA, one
of the other forms of financial assurance listed in Paragraph 37.  Settling
Defendants' inability to demonstrate financial ability to complete the Work
shall not excuse performance of any activities required under this Consent
Decree.
<PAGE>

                                     -38 -

                                      XV.

                                  TRUST FUND

40.  Within thirty (30) days of the date of the entry of this Consent Decree,
Settling Defendants shall present to EPA for approval as to form a fully
executed trust agreement (the "Trust Agreement") establishing the 270-280 Main
Avenue Area Trust Fund (the "Trust Fund") and shall notify EPA of the identity
and qualifications of the trustee(s).  The Trust Agreement shall confer upon
the Trustee all powers and authorities necessary to finance the obligations of
the Settling Defendants under this Consent Decree.  Money paid into the Trust
Fund by Settling Defendants shall be used solely to pay proper and necessary
expenses pursuant to this Consent Decree, including expenses of administering
the Trust.  The Trust Fund may not be used to pay stipulated penalties that may
be required to be paid pursuant.to Section XXII and shall not be used to pay
attorneys' fees or other litigation costs of the Settling Defendants.

41.  Notwithstanding anything in the Trust Agreement, Settling Defendants shall
be jointly and severally liable to the United States for compliance with this
Consent Decree.  Settling Defendants shall provide EPA with written notice at
least ten (10) days in advance of any proposed change in the'Trust Agreement or
of the Trustee.  EPA, through its approval of the terms and conditions of the
Trust Agreement or otherwise, does
<PAGE>

                                     -39-

not guarantee the monetary sufficiency of the Trust Fund nor the legal
sufficiency of the Trust Agreement.

42.  The Trust Agreement shall provide that the Trustee shall, within sixty
(60) days of his appointment and every ninety (90) days thereafter, submit to
Settling Defendants and EPA, financial reports that include the amount of money
currently in the Trust Fund.  Settling Defendants shall make payments to the
Trust Fund when and to the extent necessary to ensure the uninterrupted
progress and timely completion of the Work.

43.  The failure of any Settling Defendant to pay for its share of the proper
and necessary expenses of this Consent Decree shall not excuse timely
completion of any obligation under this Consent Decree.

                                     XVI.

                      CERTIFICATION OF COMPLETION OF WORK

44.  Within ninety (90) days after Settling Defendants conclude that the Work
has been fully performed, Settling Defendants shall so notify the United States
Department of Justice, EPA, and the State and shall schedule and conduct a
precertification inspection to be attended by Settling Defendants and EPA.
Such inspection shall be followed within thirty (30) days by a written report
signed by the Settling Defendants' project coordinator and by a registered
professional engineer certifying that all such activities have been completed
in full satisfaction of the pertinent requirements of this Consent
<PAGE>

                                     -40-

Decree.  If EPA, after opportunity for review and comment by the State,
determines that the Work or any portion thereof has not been completed in
accordance with this Consent Decree, EPA shall notify Settling Defendants in
writing of the activities that must be done to complete the Work and shall set
forth in the notice a schedule for performance of such activities after
providing Settling Defendants with reasonable opportunity for comment.
Settling Defendants shall perform all activities described in the notice in
accordance with the specifications and schedules established therein.

45.  If EPA, after opportunity for review and comment by the State, concludes,
following the initial or any subsequent notification of completion of Work by
Settling Defendants, that all Work has been performed in accordance with this
Consent Decree, EPA shall so certify in writing to Settling Defendants.  This
certification shall constitute the "Certification of Completion of Work" for
purposes of this Consent Decree, including Section XXIII (Plaintiffs' Covenants
Not to Sue).

                                     XVII.

                       ENDANGERMENT AND FUTURE RESPONSE

46.  In the event of any action or occurrence during the performance of the
Work or pursuant to or in violation of any of the Institutional Controls that
causes or threatens a release of Waste Material on, at, or from the Site that
is not contemplated by the SOW, or that may present an endangerment to public
health
<PAGE>

                                     -41-

or welfare or the environment, settling Defendants shall immediately take all
appropriate action consistent with the NCP to prevent, abate, or minimize such
release or endangerment, and shall immediately notify the EPA RPM, or if that
is impracticable, the EPA Emergency Response Unit, Region I. Settling
Defendants shall take such action in accordance with all applicable provisions
of the Health and Safety Plan developed pursuant to the SOW and approved by
EPA.  The Settling Defendants shall develop and submit a response plan to EPA
within ten (10) days or as soon thereafter as is practicable.  The provisions
of Section XII apply to the submission of such response plan, except that the
time period for resubmission after disapproval shall be five (5) working days
rather than the thirty (30) days unless extended by EPA.  In the event that
Settling Defendants fail to take appropriate response action consistent with
the NCP as required by this Section and EPA takes such action instead, Settling
Defendants shall reimburse all costs of the response action not inconsistent
with the NCP.  Payment of such response costs shall be made in the manner
described in Paragraph 49 of Section XVIII, within thirty (30) days of Settling
Defendants' receipt of demand for payment.

47.  Nothing in the preceding Paragraph shall be deemed to limit the power and
authority of the United States, or this Court to take, direct, or order all
appropriate action to protect public health, welfare, or the environment or to
prevent, abate,
<PAGE>

                                     -42-

or minimize an actual or threatened release of hazardous substances on, at, or
from the Site.

                                    XVIII.

                        REIMBURSEMENT OF RESPONSE COSTS

48.a.  Within forty-five (45) days of the entry of this Consent Decree,
Settling Defendants shall, jointly and severally, pay to EPA $560,000 and
interest accrued thereon from the date of lodging to the date of entry at the
rate established by Section 107(a) of CERCLA, in the form of a certified check
made payable to "EPA Hazardous Substances Superfund," and referencing the
Kellogg-Deering Well Field Superfund Site, CERCLA Number CTD980670814 and DOJ
Case Number 90-11-2-582, in reimbursement of Response Costs incurred by the
United States prior to entry relating to the Site.  The certified check
shall-be forwarded-to EPA Region I, Attn:  Superfund Accounting, P.O.  Box
360197M, Pittsburgh, PA 15251.  Copies of the check and any transmittal letter
shall be sent to the Regional Hearing Clerk, EPA Region I, J.F.K.  Federal
Building, Boston, MA 02203.

48.b.  Within forty-five (45) days of the entry of this Consent Decree, Paying
Settling Defendants shall, jointly and severally, pay to EPA $240,000 and
interest accrued thereon from the date of lodging to the date of entry at the
rate established by Section 107(a) of CERCLA, in the form of a certified check
made payable to "EPA Hazardous Substances Superfund," and
<PAGE>

                                     -43-

referencing the Kellogg-Deering Well Field Superfund Site, CERCLA Number
CTD980670814 and DOJ Case Number 90-11-2-582, in reimbursement of Response
Costs incurred by the United States prior to entry relating to the Site.  The
certified check shall be forwarded to EPA Region I, Attn:  Superfund
Accounting, P.O.  Box 360197M, Pittsburgh, PA 15251.  Copies of the check and
any transmittal letter shall be sent to the Regional Hearing Clerk, EPA Region
I, J.F.K.  Federal Building, Boston, MA 02203.

49a.  Settling Defendants shall reimburse the United States for all costs
incurred by it in connection with:  the review or development of plans,
reports, and other items; overseeing or verifying the Work pursuant to this
Consent Decree; undertaking action to prevent, abate, or minimize a release or
endangerment pursuant to Section XVII; securing access to the Site or other
property to which access is required for the performance of the Work; securing
Institutional Controls; conducting the review of the Site required by Section
121(c) of CERCLA in accordance with Section VII; and enforcing and monitoring
compliance with this Consent Decree.  The United States, through EPA, shall
send Settling De7fendants a demand for payment of such costs, together with an
itemized accounting and explanation of such costs, on an annual basis, with
each demand to be made as soon as practicable after each anniversary date of
the entry of this Consent Decree.  For purposes of this Paragraph, an itemized
accounting and explanation shall consist of a summary of costs in dollars by
category of costs, including payroll, travel,-indirect costs and
<PAGE>

                                     -44-

contracts, and a brief narrative summary of the work performed during the
billing period.  Payment shall be made in the manner described in Paragraph 48
above, within thirty (30) days of Settling Defendants' receipt of the demand
for payment.

b. During the pendency of and pending the resolution of any dispute relating to
the payment of costs pursuant to Section XXI herein, the Settling Defendants
shall not be required to tender payment of any disputed costs to EPA under this
Section, provided that, during the pendency of the resolution of the dispute,
such disputed costs shall be paid into an interest-bearing account within forty
five (45) calendar days of receipt of a demand for payment.

c. In the event that Settling Defendants prevail in whole or in part in any
dispute resolution under Section XXI relating to costs, the Settling Defendants
shall pay only that much of the costs and interest thereon as are appropriate
pursuant to the resolution of the dispute.

d. In the event the Settling Defendants do not prevail in any dispute
resolution under Section XXI, the Settling Defendants shall be liable to EPA
for all the moneys in the interest-bearing escrow account, such moneys to be
paid to EPA within forty-five (45) calendar days of the final resolution of the
dispute.

e. The total amount of costs recoverable from Settling Defendants pursuant to
paragraph 49-a of t his Consent Decree, excepting enforcement costs incurred by
the United States in
<PAGE>

                                     -45-

response to Settling Defendants' non-compliance with this Consent Decree, shall
be one million dollars.

50a.  In the event that the payments required by Paragraphs 48a. and 49 are not
made timely, Settling Defendants shall pay interest on the unpaid balance at
the rate established by the Department of the Treasury pursuant to 31 U.S.C.
section 3717 and 4 C.F.R. section 102.13.  Settling Defendants shall, jointly
and severally, further pay and a six (6) percent per annum penalty charge, to
be assessed if Settling Defendants have not paid in full within ninety (90)
days after the payment is due.  Payments made under this Paragraph shall be in
addition to such other remedies or sanctions available to Plaintiffs by virtue
of Settling Defendants' failure to make timely payments under this Section.

50b.  In the event that the payments required by Paragraph 49b. are not made
timely, Paying Settling Defendants shall pay interest on the unpaid balance at
the rate established by the Department of the Treasury pursuant to 31 U.S.C.
3717 and 4 C.F.R. 102.13.  Paying Settling Defendants shall, jointly and
severally, further pay a six (6) percent per annum penalty charge, to be
assessed if Paying Settling Defendants have not paid in full within ninety (90)
days after the payment is due.  Payments made under the Paragraph shall be in
addition to such other remedies or sanctions available to Plaintiffs by virtue
of Settling Defendants' or Paying Settling Defendants' failure to make timely
payments under this Section.
<PAGE>

                                     -46-

                                     XIX.

                         INDEMNIFICATION AND INSURANCE

51.  The United States does not assume any liability by entering into this
agreement or by virtue of any designation of Settling Defendants as EPA's
authorized representatives, if such occurs, under Section 104(e) of CERCLA.

52.  Settling Defendants shall indemnify and save and hold harmless the United
States and its officials, agents, employees, contractors, and representatives
from any and all claims or causes of action or other costs incurred by the
United States including, but not limited to attorneys fees and other expenses
of litigation and settlement arising from or on account of acts or omissions of
Settling Defendants, their officers, employees, agents, contractors,
subcontractors, and any persons acting on their behalf or under their control,
in carrying out activities pursuant to this Consent Decree, including any
claims arising from any designation of the Settling Defendants as EPA's
authorized representatives under Section 104(e) of CERCLA.  The United States
shall not be held out as a party to any contract entered into by or on behalf
of Settling Defendants in carrying out activities pursuant to this Consent
Decree.  Neither Settling Defendants nor any such contractor shall be
considered an agent of the United States.

53.  Settling Defendants waive any claims or causes of action against and shall
indemnify and hold harmless the United
<PAGE>

                                     -47-

States, and its officials, agents, employees, contractors, and representatives
for damages or reimbursement, or set-off of any payments made or to be made to
the United States, arising from or on account.of any contract, agreement, or
arrangement between any one or more of Settling Defendants and any person for
performance of work on or relating to the Site, including claims on account of
construction delays.  Settling Defendants do not waive any claims that arise
solely from actions or omissions of Plaintiff or its employees or contractors
that are based on gross negligence.

54.  Prior to commencing any on-Site work, Settling Defendants shall secure,
and shall maintain for the duration of this Consent Decree:  i) comprehensive
general liability and automobile insurance with limits of $1 million, and $1
million respectively, in each case naming as insured the United States and the
State.  In addition, for the duration of this Consent Decree, Settling
Defendants shall satisfy, or shall ensure that their contractors or
subcontractors satisfy, all applicable laws and regulations regarding the
provision of worker's compensation insurance for all persons performing work on
behalf of Settling Defendants in furtherance of this Consent Decree.  Prior to
commencement of onsite work under this Consent Decree, Settling Defendants
shall provide to EPA certificates of such insurance and a copy of each
insurance policy.  If Settling Defendants demonstrate by evidence satisfactory
to EPA that any contractor or subcontractor maintains insurance equivalent to
that described
<PAGE>

                                     -48-

above, or insurance covering the same risks but in a lesser amount, then with
respect to that contractor or subcontractor Settling Defendants need provide
only that portion of the insurance described above which is not maintained by
the contractor or subcontractor.



                                      XX.

                                 FORCE MAJEURE

55.  "Force Majeure" is defined for the purposes of this Consent Decree as an
event arising from causes entirely beyond the control of Settling Defendants
and of any entity controlled by Settling Defendants, including their
contractors and subcontractors, which delays or prevents the performance of any
obligation under this Consent Decree notwithstanding Settling Defendants' best
efforts to avoid the delay.  The requirement that the Settling Defendants
exercise "best efforts to avoid the delay" includes using best efforts to
anticipate any potential Force Majeure event and best efforts to address the
effects of any potential Force Majeure event (i) as it is occurring and (ii)
following fhe potential Force Majeure event, such that the delay is minimized
to the greatest extent possible.  "Force Majeure" does not include
unanticipated or increased costs, changed financial circumstances, or
non-attainment of the cleanup or performance standards and requirements set
forth in Section VI hereof or in the SOW.
<PAGE>

                                     -49-

56.  When circumstances occur which may delay or prevent the completion of any
obligation of the Consent Decree, whether or not caused by a Force Majeure
event, Settling Defendants shall notify the EPA RPM orally of the circumstances
within forty-eight (48) hours after Settling Defendants first become aware of
such circumstances.  If the EPA RPM is unavailable, Settling Defendants shall
notify the Director of the Waste Management Division, EPA Region I. Within five
(5) working days after Settling Defendants first become aware of such
circumstances, Settling Defendants shall supply to Plaintiff in writing an
explanation of the cause(s) of any actual or expected delay, the anticipated
duration of any delay, the measures taken and to be taken by Settling
Defendants to prevent or minimize the delay, and the timetable for
implementation of such measures.  Settling Defendants shall exercise best
efforts to avoid or minimize any delay and any effects of a delay.  Failure to
give timely oral and written notice to Plaintiff in accordance with this
Paragraph shall constitute a waiver of any claim of Force majeure with respect
to the circumstances in question.

57.  If EPA agrees that an event delaying or preventing the completion of an
obligation under this Consent Decree is or was caused by a Force Majeure event,
then EPA shall notify Settling Defendants in writing as soon as practicable of
its agreement to provide such additional time as may be necessary to allow the
completion of the specific phase of the Work and/or any succeeding phase of the
Work directly affected by such delay,
<PAGE>

                                     -50-

which additional time shall be no longer than the actual delay resulting from
the Force Majeure event or shall allow for the completion of a substitute
activity in furtherance of the Work if EPA determines that a substitute
activity is appropriate.  In proceedings on any dispute regarding a delay or
prevention in performance, Settling Defendants shall have the burden of proving
by a preponderance of the evidence (1) that the delay is or was caused by a
Force Majeure event, and (2) that the amount of additional time requested is
necessary to compensate for that event.

58.  Delay in achievement of any milestone established by the RD/RA Work Plan
and/or other relevant documents shall not automatically justify or excuse delay
in Achievement of any subsequent milestone unless Settling Defendants can
demonstrate to EPA's satisfaction that a subsequent milestone is dependent upon
a prior milestone.

                                     XXI.

                              DISPUTE RESOLUTION

59.  Any dispute which arises under or with respect to this Consent Decree or
the SOW shall in the first instance be the subject of informal negotiations
between the parties to the dispute.  The period for informal negotiations shall
not exceed thirty (30) days from the time EPA or the Settling Defendants
receives written notice of the existence of a dispute, unless it is extended by
agreement between Plaintiff and.  Settling
<PAGE>

                                     -51-

Defendants.  The dispute shall be considered to have arisen when one Party
notifies the other Parties in writing that there is a dispute.  The period for
informal negotiations shall end when EPA provides its position on the disputed
matter to Settling Defendants in writing.

60.  In the event that the Parties cannot resolve a dispute by informal
negotiations under the preceding Paragraph, then the position advanced by EPA
shall be considered binding unless, within ten (10) working days after the end
of the informal negotiations period, Settling Defendants invoke the dispute
resolution procedures of this Section by giving written notice to the United
States and EPA.  After receiving such notice from Settling Defendants, EPA
shall notify Settling Defendants of its unreviewable decision regarding whether
the dispute is to be resolved on the administrative record under Paragraph 62
below.  Settling Defendants shall waive any rights to contest EPA's
determination that the dispute is subject to resolution under Paragraph 62
below.  The filing of such a petition shall not stay or otherwise delay the
administrative proceeding under Paragraphs 62 through 65.

61.  The dispute resolution procedures of this Section shall be the exclusive
mechanism to resolve disputes arising under or with respect to this Consent
Decree or the SOW and shall apply to all provisions of this Consent Decree and
SOW unless otherwise expressly provided.  Invocation of the procedures of this
Section shall not of itself extend or postpone any obligation of Settling
<PAGE>

                                     -52-

Defendants under this Consent Decree or the SOW and no such extension or
postponement shall occur unless agreed to in writing by EPA or ordered by this
Court.  Stipulated penalties shall accrue from the first day of noncompliance
with any provision of this Consent Decree or the SOW.  In proceedings on any
dispute under this Section, Settling Defendants shall bear the initial burden
of coming forward with evidence and of persuasion on factual issues.

62.  Any dispute under this Section which relates to the selection, extent, or
adequacy of any aspect of the Work, including, but not limited to, the
selection of any alternate treatment technology for contaminated groundwater,
the selection of the disposal method for treated groundwater and the selection
of soil cleanup standards, shall be resolved on the administrative record
maintained by EPA.  Any dispute concerning action taken by EPA pursuant to
Section IV.D of the SOW shall not be considered one that relates to the
selection, extent, or adequacy of any aspect of the Work and shall not be
subject to Dispute Resolution under Section XXI.  The administrative record
sha,ll include the written notification of dispute, all Statements of Position,
as hereinafter defined in Paragraph 63, and any other materials submitted by
the Parties in support of their positions and shall be available at all
reasonable times for review by the Parties after the record has been prepared.

63.  Within fifteen (15) working days after receiving notice from EPA that a
dispute is subject to resolution on the
<PAGE>

                                     -53 -

administrative record, Settling Defendants shall serve on the other Parties a
written statement of their position on the matter in dispute ("Statement of
Position"), including any factual data, analysis, or opinion supporting that
position and all supporting documentation relied upon.  Any party wishing to
contest the Settling Defendants' position shall serve a Statement of Position
(in EPA's case, a Supplemental Statement of Position), including supporting
documentation, on the other Parties no later than ten (10) days after receipt
of Settling Defendants' Statement of Position.  EPA may extend the time periods
for exchange of Statements of Position or, in the event that these ten-day
periods for exchange of Statements of Position may delay the Work, they may be
shortened in accordance with notice by EPA.

64.  Upon review of the administrative record, the Director of the Waste
Management Division, EPA Region I, shall issue a final decision resolving the
dispute.

65.  Any decision of EPA pursuant to the preceding Paragraph shall be
reviewable by this Court, provided that a Notice of Judicial Appeal is filed
within (10) days of receipt of EPA's decision.  With respect to matters covered
by Paragraph 62 judicial review of such a decision shall be conducted on the
administrative record, and EPA's decision shall be upheld unless Settling
Defendants can demonstrate it is arbitrary and capricious or otherwise not in
accordance with law.

66.  If EPA determines that a dispute'is not subject to Paragraph 62, then the
position on the dispute advanced by EPA
<PAGE>

                                     -54-

following informal negotiations shall be considered binding on all Parties
unless, within ten (10) days after receipt of the determination that Paragraph
62 is inapplicable, Settling Defendants file a petition with this Court setting
forth the matter in dispute, the efforts made by the Parties to resolve it, the
relief requested, and the schedule, if any, within which the dispute must be
resolved to ensure orderly implementation of this Consent Decree and the SOW.
In proceedings on any dispute, Settling Defendants shall bear the burden of
coming forward with evidence and of persuasion on factual issues.  Nothing
herein shall prevent the United States from arguing that the Court should apply
the arbitrary and capricious standard of review to all disputes under this
Consent Decree or the SOW.

67.  Notwithstanding the invocation of the procedures stated in this Section,
Settling Defendants shall continue to perform their obligations under this
Consent Decree or the SOW that are undisputed or that EPA determines are not
affected substantially by the disputed issue unless otherwise agreed to by the
Parties or ordered by this Court.

                                     XXII.

                             STIPULATED PENALTIES

68.  Settling Defendants shall be jointly and severally liable for stipulated
penalties in the amounts set forth in this Paragraph to the United States for
failure to comply with the requirements of this Consent Decree, unless excused
under
<PAGE>

                                     -55-

Paragraph 57.  "Compliance" by Settling Defendants shall include completion of
any activity under this Consent Decree or any plan approved under this Consent
Decree in a manner consistent with the requirements herein within the specified
time schedules established by and approved under this Consent Decree.

a. For each and every violation of the reporting requirements contained in
Section XI, five hundred dollars ($500) per day per violation.

b. For all other violations:

    Period of Delay             Penalty Per Violation Per Day

  lst through 5th day                      $ 1,500
  6th through 15th day                     $ 5,000
  16th through 30th day                    $ 7,500
  31st day and beyond                      $10,000

69.  All penalties shall begin to accrue on the day that performance is due or
other failure or refusal to comply occurs, and shall continue to accrue through
the final day of the noncompliance.  Penalties relating to the adequacy of any
reports, plans or other items requiring EPA's response shall begin to accrue on
the due date of such submittals and shall continue to accrue for thirty days,
at which point penalties shall stop accruing until EPA notifies Settling
Defendant of the violation, whereupon accrual of penalties shall resume.  With
respect to all other violations, penalties shall accrue from the date of
violation regardless of whether the United States has
<PAGE>

                                     -56-

notified Settling Defendants of a violation.  Separate penalties shall accrue
for each separate failure or refusal to comply with the terms or conditions of
this Consent Decree, provided that in the event a report, plan or other item
requiring EPA approval is disapproved for more than one reason, only a single
stipulated penalty shall be owed for each day of noncompliance stemming from
such disapproval.

70.  All penalties due to EPA under this Section shall be payable within
forty-five (45) days of receipt by Settling Defendants of notification of
noncompliance.  Interest shall begin to accrue on the unpaid balance at the end
of said period, at the rate established by the Department of the Treasury under
31 U.S.C. section 3717.  Settling Defendants shall pay a six (6) percent per
annum penalty charge to be assessed if the penalty is not paid within ninety
(90) days after it is due.

71.  Stipulated penalties due to EPA shall be paid by certified check made
payable to "EPA Hazardous Substances Superfund" and referencing DOJ case number
90-11-2-582 and shall be mailed to EPA Region I, Attn:  Superfund Accounting,
P.O.  Box 360197M, Pittsburgh, PA 15251.  Copies of the checks and any
transmittal letters shall be sent to the United States.  EPA has the
unreviewable discretion to waive or reduce payments otherwise due under this
Section.

72.  Neither the filing of a petition to resolve a dispute nor the payment of
penalties shall alter in-any way Settling
<PAGE>

                                     -57-

Defendants' obligation to complete the performance required hereunder.

73.  No payment made under this Section shall be tax deductible.

74.  If Settling Defendants fail to pay stipulated penalties, the United States
may institute a proceeding to collect the penalties, as well as late charges
and interest.  Notwithstanding the stipulated penalties provision of this
Section, EPA may also assess civil penalties and/or bring an action in the U.S.
District Court pursuant to Sections 109 and 122 of CERCLA, 42 U.S.C. sections
9609 and 9622, as amended by SARA, to enforce the provisions of this Consent
Decree.  Such remedies shall not, however, b e used to obtain penalties for any
alleged noncompliance with respect to which Settling Defendants have prevailed
in Dispute Resolution under this Consent Decree, and the Plaintiff shall not
commence any action or proceeding seeking penalties against Settling Defendants
with respect to noncompliance which is the subject of a pending active dispute
resolution proceeding under this Consent Decree.  Payment of stipulated
penalties shall not preclude EPA from electing to pursue any other remedy or
sanction to e nforce this Consent Decree, and nothing shall preclude EPA from
seeking statutory penalties against Settling Defendants for violations of
statutory or regulatory requirements.  Settling Defendants reserve the right to
argue that the amounts of stipulated penalties already paid by the Settling
Defendants for a particular violation should
<PAGE>

                                     -58-

be considered in the award of any monetary sanctions or penalties that the
Settling Defendants may be required to pay in the event the United States seeks
additional relief against the Settling Defendants for the same noncompliance.

75.  Settling Defendants may dispute the United States' right to the stated
amount of penalties by invoking the Dispute Resolution procedures under Section
XXI herein.  Penalties shall accrue but need not be paid during the dispute
resolution period.  If a disputed matter is submitted to the District Court,
the period of dispute shall end upon the rendering of a decision by the
District Court regardless of whether any party appeals such decision.  If
Settling Defendants do not prevail upon resolution, the United States has the
right to collect all penalties which accrued prior to and during the period of
dispute.  If Settling Defendants prevail upon resolution, Settling Defendants
shall pay only such penalties as the resolution requires.

                                    XXIII.

                      COVENANTS NOT TO SUE BY PLAINTIFFS

76.  Settling Defendants and Paying Settling Defendants.  In consideration of
the actions that will be performed and the payments that will be made by the
Settling Defendants and the Paying Settling Defendants under the terms of the
Consent Decree, and except as specifically provided in Paragraphs 78, 79, and
81 of this Section, the United States covenants not to sue or to take
administrative action under its authorities against Settling
<PAGE>

                                     -59-

Defendants and Paying Settling Defendants for Covered Matters.  With respect to
all such liability, (except for any future liability relating to response
activities at the Site tot identified in the Second Operable Unit ROD or the
SOW), these covenants not to sue shall take effect upon the receipt by EPA of
the payments required by Paragraphs 48 and 49 of Section XVIII.  With respect
to future liability, these covenants not to sue shall take effect upon
Certification of Completion of the Work pursuant to Paragraphs 44 and 45.
These covenants not to sue are conditioned upon complete and satisfactory
performance by Settling Defendants and Paying Settling Defendants of their
respective obligations under this Consent Decree.  These covenants not to sue
extend only to the Settling Defendants and Paying Settling Defendants and do
not extend to any other person or entity.

77.  Except as provided in Paragraphs 78, 79, and 81, Covered Matters shall
include any and all claims for civil liability to the United States arising
under sections 106 and 107(a) of CERCLA, 42 U.S.C. sections 9606 or 9607(a),
and under Section 7003 of RCRA, 42 U.S.C. section 6973, for performance of the
Work at the site identified in the Second Operable Unit ROD or the SOW,
performance of any Additional Work that is undertaken pursuant to Section VIII,
and reimbursement of any Response Costs incurred by the United States with
respect to Operable Unit One and Operable Unit Two of the Kellogg Deering
Wellfield Superfund Site, whether incurred prior or subsequent to the entry of
this Consent Decree.
<PAGE>

                                     -60-

78.  Pre-certification reservations.  Notwithstanding any other provision of
this Consent Decree, the United States reserves the right to institute
proceedings in this action or in a new action, or to issue an Administrative
Order, seeking to compel Settling Defendants and Paying Settling Defendants (1)
to perform additional response actions at the Site or (2) to reimburse the
United States for response costs if, prior to Certification of Completion of
the Work:

a. conditions at the site, previously unknown to the United States, are
discovered after the entry of this Consent Decree;

b. information is received by the United States, in whole or in part, after the
entry of this Consent Decree, and the EPA Administrator or his delegate finds,
based on these previously unknown conditions or this information together with
any other relevant information, that the Work is not protective of human health
and the environment; or

c. information is received by the United States in whole or in part after entry
of the Consent Decree and the EPA Administrator or his delegate finds based on
this new information that the achievement of groundwater Cleanup Standards is
not technically impracticable.  The preceding sentence shall only be effective
where groundwater cleanup standards have been excused or altered under Section
IV.D of the SOW.

79.  Post-certification reservations.- Notwithstanding any other provision of
this Consent Decree, the United States
<PAGE>

                                     -61-

reserves the right to institute proceedings in this action or in a new action,
or to issue an Administrative Order, seeking to compel Settling Defendants and
Paying Settling Defendants (1) to perform additional response actions at the
Site or (2) to reimburse the United States for response costs if, subsequent to
Certification of Completion of Work:

a. conditions at the Site, previously unknown to the United States, are
discovered after the Certification of Completion of Work; or

b. information is received by the United States, in whole or in part, after the
Certification of Completion of Work, and the EPA Administrator or his delegate
finds, based on these previously unknown conditions or this information
together with other relevant information, that the Work is not protective of
human health and the environment; or

c. information is received by the United States in whole or in part after
Certification of Completion of Work an d the EPA Administrator or his delegate
finds based on this new information that the achievement of groundwater Cleanup
Standards is not technically impracticable.  The preceding sentence shall be
effective where groundwater cleanup standards have been excused or altered
under Section IV.D of the SOW.

The above-mentioned reservation of rights in Paragraphs 78 and 79 includes the
right to institute proceedings in this action or in a new action to seek
reimbursement of costs incurred as a
<PAGE>

                                     -62-

result of actions undertaken pursuant to Section 121(c) of CERCLA, 42 U.S.C.
section 9621(c).

80.  For purposes of Paragraph 78, the information received by the United
States prior to entry of this Consent Decree and all conditions known to the
United States at such time shall include that information and those conditions
set forth in the Supplemental Record of Decision for the Kellogg-Deering Site,
the administrative record supporting the Supplemental Record of Decision and
all information contained in written submissions made to EPA during the public
comment period.  For purposes of Paragraph 79, the information received by and
the conditions known to the United States shall include that information and
those conditions set forth in the Supplemental Record of Decision, the
administrative record supporting the Supplemental Record of Decision and all
information contained in written submissions made to EPA during the public
comment period and any information received by the United States pursuant to
the requirements of this Consent Decree.

81.  General reservations of-rights as to Settling Defendants.  The covenants
not to sue set forth in Paragraphs 76 and 77 do not pertain to any matters
other than those expressly specified to be Covered Matters.  The United States
reserves, and this Consent Decree is without prejudice to, all rights against
Settling Defendants and Paying Settling Defendants with respect to all other
matters.  In addition, the following are specifically identified as matters
that are not covered matters:
<PAGE>

                                     -63-

a. claims based on a failure or refusal by Settling Defendants or Paying
Settling Defendants to meet a requirement of the Consent Decree;

b. liability arising from the past, present, or future disposal, release, or
threat of release of Waste Material outside of the Site and not attributable to
the Site;

c. liability for the disposal of any Waste Material taken from the Site;

d. liability for damages for injury to, destruction of, or loss of natural
resources;

e. any matter as to which the United States is owed indemnification under
Section XIX above:

f. criminal liability;

g. all response costs other than those expressly included in Covered Matters,
including, but not limited to, any action undertaken pursuant to a subsequent
Record of Decision;

h. liability for violations of federal law which occur during implementation of
the Work.

82.  Notwithstanding any other provision of this Consent Decree, the United
States retains all authority and reserves all rights to take any and all
response actions authorized by law.

83.  Notwithstanding any other provisions in this Consent Decree, the covenant
not to sue in this Section shall not relieve the Settling Defendants of their
obligation to meet and maintain compliance with the requirements set forth in
this Consent Decree, including the conditions in the Second Operable Unit ROD,
<PAGE>

                                     -64 -

and the United States reserves its rights to take response actions at the Site
in the event of a breach of the terms of this Consent Decree and to seek
recovery of costs incurred after entry of the Consent Decree:  (1) resulting
from such a breach; (2) relating to any portion of the Work funded or performed
by the United States or (3) incurred by the United States as a result of having
to seek judicial assistance to remedy conditions at or adjacent to the Site.

84.  Nothing in this Consent Decree shall constitute or be construed as a
release or a covenant not to sue regarding any claim or cause of action against
any person, firm, trust, joint venture, partnership, corporation or other
entity not a signatory to this Consent Decree for any liability it may have
arising out of or relating to the Site.

                                     XXIV.

                            CONTRIBUTION PROTECTION

85.  Subject to the reservations of rights in Section XXIII, Paragraphs 7.8, 79
and 81, the United States agrees that by entering into and carrying out the
terms of this Consent Decree, the Settling Defendants and the Paying Settling
Defendants will have resolved their liability to the United States for Covered
Matters as defined in Section XXIII, Paragraph 77, pursuant to Section 113(f)
of CERCLA and shall not be liable for claims for contribution for Covered
Matters.
<PAGE>

                                     -65-

86.  Plaintiff expressly reserves the right to continue to sue any person(s)
other than the Settling Defendants and the Paying Settling Defendants in
connection with the Site.

87.  Settling Defendants and Paying Settling Defendants further retain and
reserve the right to assert claims against other Settling Defendants and Paying
Settling Defendants, with respect to any agreements relating to the performance
of their obligations under this Consent Decree.

88.  Nothing in this Consent Decree shall be construed to create any rights in
or grant any cause of action to any person not a party to this Consent Decree.
Except as provided in Paragraph 89, each of the Parties expressly reserves any
and all rights (including any right to contribution), defenses, claims,
demands, and causes of action which each party may have with respect to any
matter, transaction, or occurrence relating in any way to the Site against any
person not a party hereto.

                                     XXV.

                 COVENANTS BY DEFENDANTS; ASSIGNMENT OF CLAIMS

89.  Defendants hereby covenant not to sue and agree not to assert any claims
or causes of action against the United States for any claims related to or
arising from Covered Matters or any response action taken with respect to
Operable Unit One or Operable Unit Two of this Consent Decree, including, but
not limited to, any direct or indirect claim for reimbursement from
<PAGE>

                                     -66-

the Hazardous Substance Superfund (established pursuant to the Internal Revenue
Code, 26 U.S.C. section 9507), through CERCLA Sections 106(b)(2), 111 or 112 or
otherwise, or to seek any other costs, damages, or attorneys fees from the
United States arising out of response activities at the Site.  To the extent
necessary to assure the United States' ability to collect from non-settling
parties response costs not reimbursed by Settling Defendants and Paying
Settling Defendants, Settling Defendants and Paying Settling Defendants hereby
assign to the United States all claims or causes of action that they may have
against any entities that are not Settling Defendants or Paying Settling
Defendants regarding "Covered Matters" as defined in Paragraph 77.  Nothing in
this Consent Decree shall be deemed to constitute preauthorization of a claim
within the meaning of Section 111 of CERCLA, 42 U.S.C. section 9611, or 40
C.F.R. section 300.25(d).

                                     XXVI.

                             ACCESS TO INFORMATION

90.  Settling Defendants shall provide to EPA, upon request, copies of all
documents and information within their possession and/or control or that of
their contractors or agents relating to activities at the Site or to the
implementation of this Consent Decree, including sampling, analysis, chain of
custody records, manifests, trucking logs, receipts, reports, sample traffic
routing, correspondence, or other documents or information related to the Work.
Settling Defendants shall also make
<PAGE>

                                     -67-

available to EPA, for purposes of investigation, information gathering, or
testimony, their employees, agents, or representatives with knowledge of
relevant facts concerning the performance of the Work.

91.  Settling Defendants may assert business confidentiality claims covering
part or all of the documents or information submitted to Plaintiff under this
Consent Decree to the extent permitted by and in accordance with Section
104(e)(7) of CERCLA, 42 U.S.C. section 9604(e)(7), and 40 C.F.R. section
2.203(b).  Documents or information determined to be confidential by EPA will
be afforded the protection specified in 40 C.F.R.  Part 2, Subpart B. If no
claim of confidentiality accompanies specific documents or information when
they are submitted to EPA, or if EPA has notified Settling Defendants that the
documents or information are not confidential under the standards of Section
104(e)(7) of CERCLA, the public may be given access to such documents or
information without further notice to Settling Defendants.

92.  No claim of confidentiality shall be made with respect to any sampling or
analytical data or any other documents or information evidencing conditions at
or around the Site.

93.  In the event that this Court is called upon to resolve a dispute
concerning implementation of this Consent Decree, the Parties waive any
evidentiary objection to the admissibility into evidence of the results of any
analysis of samples conducted by or for a party pursuant to this Consent Decree
unless a party can demonstrate that there was significant noncompliance with
<PAGE>

                                     -68-

applicable chain of custody, or laboratory procedures, or a clear error in
reporting.  Further, the parties waive their right to contest the validity of
any data unless it is established that such data has not been validated in
accordance with all relevant quality assurance and quality control procedures
established by or pursuant to this Consent Decree.

                                    XXVII.

                             RETENTION OF RECORDS

94.  Until six years after EPA Certification of Completion of the Work, each of
the Settling Defendants and the Paying Settling Defendants shall preserve and
retain all records and documents now in its possession or control as of the
date of lodging of the Consent Decree that relate in any manner to the Site.
After this document retention period, Defendants shall notify the United States
at least ninety (90) calendar days prior to the destruction of any such records
or documents, and, upon request by the United States, Defendants shall deliver
all such records or documents to EPA.

95.  Until six years after Certification of Completion of the Work and
termination of this Consent Decree, Settling Defendants shall preserve, and
shall instruct their contractors and agents to preserve, all documents,
records, and information of whatever kind, nature or description relating to
the performance of the Work.  Upon Certification of Completion of the Work,
Settling Defendants shall deliver all such documents,
<PAGE>

                                     -69-

records and information to EPA.  EPA may in its sole discretion waive this
requirement in whole or in part.

96.  Settling Defendants and Paying Settling Defendants each individually
hereby certify that they have no knowledge that they have altered, mutilated,
discarded, destroyed or otherwise disposed of any records, documents or other
information relating to their potential liability with regard to the Site since
notification of potential liability by the United States which, for purposes of
this provision shall be July 24, 1986.

                                    XXVIII.

                            NOTICES AND SUBMISSIONS

97.  Whenever, under the terms of this Consent Decree, written notice is
required to be given or a report or other document is required to be sent by
one party to another, it shall be directed to the individuals and the addresses
specified below, unless those individuals or their successors give written
notice of a change to the other Parties.  Written notice as specified herein
shall constitute complete satisfaction of any written notice requirement of the
Consent Decree with respect to the United States EPA, and the Settling
Defendants, respectively.

As to the United States:

Chief, Environmental Enforcement Section
Environment and Natural Resources Division
Department of Justice
10th & Pennsylvania Avenue, N.W.
Washington, D.C. 20530
Re: DOJ
<PAGE>

                                     -70-

and

Director, Waste Management Division
United States Environmental
Protection Agency, Region I
JFK Federal Building
Boston, MA 02203

and

EPA RPM Kellogg-Deering Site
Connecticut Section
Waste Management Division
J.F.K. Federal Building
Boston, MA 02203

As to the State:

Kellogg-Deering Project Coordinator
Christine Atkinson
Site Remediation Division
Department of Environmental Protection
165 Capitol Avenue
Hartford, CT 06101 [203-566-5486]

As to the Settling Defendants:

The Defendants' Project Coordinator

As to the Paying Settling Defendants:

Jones, Day Reavis & Pague
599 Lexington Avenue
New York, NY
Attn:  Debra Rothberg

                                     XXIX.

                                EFFECTIVE DATE

98.  Except as to Paragraph 9, 10 and 13, 26, 35 and 94 which are effective
upon lodging of this Consent Decree with the
<PAGE>

                                     -71-

Court, the effective date of this Consent Decree shall be the date upon which
this Consent Decree is entered by the Court.

                                     XXX.

                           RETENTION OF JURISDICTION

99.  This Court will retain jurisdiction for the purpose of enabling any of the
Parties to apply to the Court at any time for such further order, direction,
and relief as may be necessary or appropriate for the construction or
modification of this Consent Decree, or to effectuate or enforce compliance
with its terms, or to resolve disputes in accordance with Section XXI hereof.

                                     XXXI.

                                  TERMINATION

l00.  Upon notice by the United States to the Court that EPA, after opportunity
for review and comment by the State, has certified the Work as complete and
that Settling Defendants have satisfied their obligations under Section XVIII
[Response Costs], Section XXII [Stipulated Penalties], Section XVII
[Endangerment and Emergency Response], and Section VIII [Additional Work], this
Consent Decree shall terminate upon the motion of any of the Parties.
Termination of this Consent Decree shall not affect the Covenants Not to Sue
(Sections XXIII and XXV above), including all reservations pertaining to those
covenants, shall not affect Section XXIV (Contribution Protection] and shall
not affect any
<PAGE>

                                     -72 -

continuing obligation of Settling Defendants under Sections V, VI, VII, VIII,
X, XI, XV, XIX, XXVI, and XXVII.

                                    XXXII.

                                 MODIFICATION

101.  No material modification shall be made to this Consent Decree without
written notification to and written approval of the Parties and the Court.  The
notification required by this Section shall set forth the nature of and reasons
for the requested modification.  No oral modification of this consent Decree
shall be effective.  Modifications that do not materially alter the
requirements of this Consent Decree may be made upon the written consent of
EPA, and of the Settling Defendants' Project coordinator, which consent shall
be filed with this Court.  Nothing in this Paragraph shall be deemed to alter
the Court's power to supervise or modify this Consent Decree; notwithstanding
the above, modifications to the SOW or the RD/RA Work Plan shall be made by
written agreement between EPA and the Settling Defendants.

                                    XXXIII.

                              COMMUNITY RELATIONS

102.  Settling Defendants shall cooperate with EPA in providing information
regarding the Work to the public.  As requested by EPA, Settling Defendants
shall participate in the preparation of such information for dissemination to
the public
<PAGE>

                                     -73-

and in public meetings which may be held or sponsored by EPA to explain
activities at or relating to the Site.  Settling Defendants shall submit a
Community Relations Support Plan as a section of every POP in accordance with
the SOW which specifies the support to be provided to EPA for community
relations.

                                    XXXIV.

                  LODGING AND OPPORTUNITY FOR PUBLIC COMMENT

103.  This Consent Decree shall be lodged with the Court for a period of not
less than thirty (30) days for public notice and comment in accordance with
Section 122(d)(2) of CERCLA, 42 U.S.C. section 9622(d)(2), and 28 C.F.R.
section 50.7.  The United States reserves the right to withdraw or withhold its
consent if the comments regarding the Consent Decree disclose facts or
considerations which indicate that the Consent Decree is inappropriate,
improper, or inadequate.  Defendants consent to the entry of this Consent
Decree without further notice.

                                     XXXV.

                                  SIGNATORIES

104.  Each undersigned representative of a Defendant to this Consent Decree
certifies that he or she is fully authorized to enter into the terms and
conditions of this Consent Decree and to execute and legally bind such party to
this document.

105.  Each Defendant shall identify, -on the attached signature page, the name,
address and telephone number of an
<PAGE>

                                     -74-

agent who is authorized to accept service of process by mail on behalf of that
party with respect to all matters arising under or relating to this Consent
Decree.  Defendants hereby agree to accept service in that manner and to waive
the formal service requirements set forth in Rule 4 of the Federal Rules of
Civil Procedure, including service of a summons, and any applicable local rules
of this Court.

106.  This Consent Decree may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

SO ORDERED THIS          DAY OF                19-.

United States District Judge

THE UNDERSIGNED PARTIES enter into this Consent Decree relating to the
Superfund Site.
<PAGE>

                                    - 73 -

FOR THE UNITED STATES OF AMERICA

Date:

s/Richard B. Stewart
----------------------------------
Assistant Attorney General
Envirorment and Natural
Resources Division
U.S. Department of Justice
Washington, D.C. 20530

s/Cynthia S. Huber
----------------------------------
Environmental Enforcement Section
Environment and Natural
Resources Division
U.S. Department of Justice
Washington, D.C. 20530

s/Paul Keough
----------------------------------
Acting Regional Administrator,
Region I
U.S. Environmental Protection
Agency

s/Richard N. Palmer
----------------------------------
UNITED STATES ATTORNEY
DISTRICT OF CONNECTICUT
UNITED STATES ATTORNEYS' OFFICE
141 CHURCH STREET
NEW HAVEN, CT 06510
<PAGE>

                                     -74-

THE UNDERSIGNED PARTY enters into this Consent Decree relating to the
Kellogg-Deering Well Field Superfund Site.

FOR EDO Corporation
Date: September 26, 1990

s/Marvin D. Genzer
----------------------------------
Vice President
Agent Authorized to Accept Service on Behalf of EDO:
Name:         Law Department
Title:        EDO Corporation
Address:      14-04 111th Street College Point, NY 11356
Telephone:    (718) 321-4443
<PAGE>

                                     -74-

THE UNDERSIGNED PARTY enters into this Consent Decree relating to the
Kellogg-Deering Well Field Superfund Site.

FOR   Plessey Incorporated
Date:  October 25, 1990

s/Patricia A. Hoffman
----------------------------------
Assistant Secretary
Agent Authorized to Accept Service on Behalf of Plessey Incorporated
Name:          Patricia A. Hoffman
Title:         Assistant Secretary
Address:       5700 W. Touhy Avenue, Chicago, IL 60648
Telephone:     (312) 763-1900 x2227
<PAGE>

                                     -76-

THE UNDERSIGNED PARTY enters into this Consent Decree relating to the
Kellogg-Deering Well Field Superfund Site.

FOR PITNEY BOWES INC.
Date: October 30, 1990

s/John T. Schmidt
----------------------------------
Agent authorized to Accept Service on Behalf of PITNEY BOWES INC.:
Name:          CT Corporation System
Title:
Address:       1 Commercial Plaza, Hartford, Connecticut 06103
Telephone:     (203) 275-8333
<PAGE>

                                    -76a -

THE UNDERSIGNED PARTY enters into this Consent Decree relating to the
Kellogg-Deering Well Field Superfund Site.

FOR VERNITRON CORPORATION

s/Elliot N. Konopko
----------------------------------
Date:  Nov. 13, 1990
Agent Authorized to Accept Service on Behalf of Vernitron Corporation:
Name:         Elliot N. Konopko
Title:        Secretary and General Counsel
Address:      645 Madison Avenue
New York,     N.Y. 10022
Telephone:    (212) 593-7900